With over $4 trillion in merger and acquisition transactions happening in 2025, understanding the necessary accounting considerations is essential to see how tax professionals can navigate financial statements.
Defining Bolt-On Acquisitions
This process is often used by private equity companies and occurs when a bigger business acquires a smaller company, providing investors with synergistic performance. This happens because the smaller company gives the bigger company a faster edge through complementary services, products or geographical advantages without having to do research and development from scratch. It also provides the acquiring business with new market access, further increasing the value of an acquisition for the acquiring company.
Bolt-On Versus Tuck-In Acquisitions
Bolt-on companies still have some level of autonomy and keep some of their unique brand identity post-acquisition, despite the acquired assets being integrated into the acquiring company’s overall structure. This contrasts with tuck-in acquisitions, where this type of acquisition completely absorbs the entire assets of acquired company into the acquiring company.
Defining Asset Acquisition & Accounting Treatment
FASB's Accounting Standards Codification Topic 805, Business Combinations, further define asset acquisitions, including bolt-on acquisitions.
Asset acquisitions are defined as the complete fair value of the acquired assets as defined by similarly identifiable attributes. By meeting the so-called “screen test,” ASC 805 defines it as an asset acquisition. Based upon this type of transaction, acquirers are required to account for it via ASC 805-50’s cost model.
Transaction expenses, including immediately attributable and additive expenses the company sees during the asset acquisition period, are factored into the purchased asset(s) costs. This lowers expenses during the acquisition’s time frame compared to a business combination, which results in greater depreciation expenses over the acquired asset’s life.
Another consideration for asset acquisitions is failing to recognize goodwill. Assets could have a higher basis that's subject to depreciation or amortization if the value is reported higher than the asset's fair value. Similarly, when it comes to ASC 842-10-35-3, unless the lease is materially changed, the acquirer must maintain the acquiree’s same lease circumstances.
Defining Business Acquisition
ASC 805 defines a business as a functional combination of assets and processes, featuring novel methods for developing significant input, in order to create new outcomes. This is a subjective process that ASC 805 describes in depth and often requires expertise to make a judgment call. According to ASC 805-10, accounting considerations for business combinations include measuring liabilities and assets at fair value. Legal and consulting transaction costs beginning with the acquisition preparation through the acquisition date should be expensed.
Goodwill is recognized as an asset and evaluated once a year for impairment. Like an asset acquisition, lease classification is kept the same as the acquired company, unless the lease agreement has material alterations.
Conclusion
While there are many different types of acquisition considerations and relevant procedures required, understanding how to navigate bolt-on acquisitions is essential to make the most of accounting for mergers and acquisitions in 2026 and beyond.
